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ACCA考试F4公司法与商法Russia真题2011年6月_真题-无答案

ACCA考试F4公司法与商法（Russia）真题2011年6月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Russian legal system:(a) Describe the role and structure of the courts of general jurisdiction. (7 marks)(b) Explain the circumstances that will make it appropriate for a case to be dealt with by the court of arbitration. (3 marks)** relation to means of securing obligations:(a) Define ‘surety’. (2 marks)(b) Explain the rights and responsibilities of a surety. (4 marks)(c) Explain how the responsibilities of a surety are terminated. (4 marks)** relation to employment law:(a) Explain the general reasons for termination of a labour contract under the provisions of the Labour Code. (6 marks)(b) Explain the circumstances under which an employer must dismiss an employee. (4 marks)** relation to voluntary representation:(a) Explain the purposes and effect of a power of attorney. (3 marks)(b) Describe the types of powers of attorney that may be granted and the form they must take. (3 marks)(c) Explain how a power of attorney may be terminated. (4 marks)** relation to capital and financing:(a) Explain the process through which a joint-**pany (company limited by shares) may: (i) increase its share capital. (3 marks) (ii) reduce its share capital. (3 marks)(b) Explain the circumstances under which a shareholder may demand the redemption of shares, and the procedure for redemption. (4 marks)** relation to management and administration:(a) Define a ‘transaction in which there is an interest’ and set out the criteria that determine whether a party is deemed to be an interested party. (6 marks)(b) Explain how a transaction in which there is an interest is approved. (2 marks)(c) Explain the consequences of a violation of the procedures required to approve a transaction in which there is an interest. (2 marks)** relation to company insolvency:(a) Explain the purposes of observation. (2 marks)(b) Explain the observation process and how this affects the operations of **pany while observation is in force. (4 marks)(c) Explain the alternative outcomes once the observation process has been concluded. (4 marks)8.ZAO Learnfast is a publisher of study materials for professional students. It entered into contracts with Anna and Yevgeni under which they would produce study texts, with each text to be divided into 12 chapters of approximately equal length.Shortly after beginning to write her study text, Anna discovered that the work was too demanding. She wrote to ZAO Learnfast explaining this, enclosing drafts of the three chapters she had managed to complete, together with her invoice for one-quarter of the fee.Three months after entering into the contract with Yevgeni, ZAO Learnfast was advised by the relevant professional body that the subject on which Yevgeni was writing his study text would be withdrawn within a year. ZAO Learnfast wrote to Yevgeni explaining that his study text would no longer be required. By this time, Yevgeni had written three chapters of the study text. ZAO Learnfast is prepared to pay Yevgeni one-quarter of the fee specified in the contract.The contracts between ZAO Learnfast and the two writers made no provision for these events.Required:(a) Discuss the consequences of Anna’s withdrawal from her cont ract with ZAO Learnfast. (5 marks)(b) Discuss the consequences of the withdrawal of ZAO Learnfast from its contract with Yevgeni.(5 marks)9. Boris and Maria are general partners in a limited (commandite) partnership. Oleg is the only investing partner. Oleg’s capital contribution was one million roubles. The partnership agreement confines the business of the partnership to buying and selling furniture. Any transaction in excess of 500.000 roubles must be sanctioned by both of the general partners.In dealing with his regular suppliers, Boris was offered an attractive contract subject to a minimum value of 750.000 roubles. Boris entered into a contract to purchase furniture from this supplier, committing the partnership to expenditure of 750.000 roubles.Although usually not actively involved in the business, Oleg entered into a contract on behalf of the partnership with a supplier of electrical fittings for the home, as he considered this to be an excellent diversification that would increase the potential profitability of the business.Required:Analyse the implications of these contracts for Boris, Maria and Oleg, and explain whether the contracts are binding on the partnership.(10 marks)10. The directors of OAO Hopeful have approached Yuri, a very successful businessman, to become the new general director of **pany. **pany has struggled to achieve growth in recent years and Yuri has already demonstrated his ability to revive the economic fortunes of other **panies.Yuri has stated that he is prepared to accept the position subject to several conditions.(i) He wants the directors of OAO Hopeful to give him absolute power to carry out any transaction on behalf of **pany without power of attorney, as he argues that **pany must respond rapidly to urgent business needs.(ii) He insists that he must have the authority to take decisions on the **position of the board of directors as well as the capital structure of **pany.(iii) Yuri wants **pany to agree that he will serve on the board of directors for a minimum term of five years, during which he will be guaranteed a specified minimum return on any shares he holds in **pany.Required:Advise the board of directors of OAO Hopeful in respect of Yuri’s demands. (10 marks)。

ACCA考试F4公司法与商法Global真题2007年12月_真题-无答案

ACCA考试F4公司法与商法（Global）真题2007年12月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to legal systems distinguish between the following:(a) Criminal law; (3 marks)(b) Civil law; (3 marks)(c) Arbitration. (4 marks)2. Explain the seller’s obligations in respect of requirements as to the quality of goods supplied, under Article 35 of the UN Convention on Contracts for the International Sale of Goods. (10 marks)3. Within the context of the UN Convention on Contracts for the International Sale of Goods, explain the meaning of, and rules relating to, damages for breach of contract. (10 marks)** relation to a company’s memorandum of association, explain the following:(a) the registered office clause; (3 marks)(b) the capital clause; (3 marks)(c) the name clause. (4 marks)** relation to the rules governing the payment of company dividends explain:(a) how dividends may be properly funded; (4 marks)(b) the rules which apply to public **panies; (3 marks)(c) the consequences of any dividend being paid in breach of those rules. (3 marks)** the context of the UN Convention on International Bills of Exchange and International Promissory Notes:(a) Define an international bill of exchange. (4 marks)(b) Explain the different roles of the following parties: (i) the drawer; (ii) the drawee; (iii) the payee. (6 marks)7. In the context of corporate governance explain the role of the **pany auditors, paying particular regard to the following issues:(a) their qualifications;(b) their powers;(c) their duties.(10 marks)8. Ax, a Swedish manufacturer, contacted Bo, a German manufacturer, to enquire about Bo making special screws of a particularly high quality.Bo provided by return a list of prices and delivery periods.Ax then ordered 3,000 screws and also 3,000 specialised nuts and bolts, not mentioned before.Bo requested payment in advance or a letter of credit. Ax, in turn, asked for a pro-forma invoice.When Bo sent the invoice it listed screws of a lower quality than the original specification with their respective prices.Ax objected immediately and demanded delivery of the articles in the ‘ordered’ quality. Bo agreed to delivery of higherquality articles but insisted on a higher price than on the invoice. Ax insisted on delivery of the higher-quality items but for theprice listed in the invoice.Required:Advise the parties whether or not they have entered into a binding contractual agreement on the basis of the UN Convention on Contracts for the International Sale of Goods. (10 marks)9.Earl has been employed by Flash Co, for the past 20 years. During that time he has also invested in **pany in the form of shares and debentures. Earl owns 5,000 ordinary shares in Flash Co. The shares are of $1 nominal value and are paid up to the extent of 75%. The debentures, to the value of $5,000, are secured by a fixed charge against the land on which Flash Co’s factory is built.In April it was announced that Flash Co was going into immediate insolvent liquidation, owing considerable amounts of money to trade creditors (trade payables). As a result of the suddenness of the decision to liquidate **pany, none of the employees received their last month’s wages. In Earl’s case this amounted to $2,000.Req uired:Advise Earl as to his rights and liabilities in relation to Flash Co in regard to:(a) his unpaid wages; (3 marks)(b) his shareholding; (3 marks)(c) his debentures. (4 marks)10. Katch Co is a small private **pany. Although there are three members of its board of directors, the actual day-to-day running of the business is left to one of them, Len, who simply reports back to the board on the business he has transacted. Len refers to himself as the managing director of Katch Co, although he has never been officially appointed as such.Six months ago Len entered into a contract on Katch Co’s behalf with Mo to produce some advertising material for **pany. However Katch Co did not wish to proceed with the advertising campaign and the board of directors have refused to pay Mo, claiming that Len did not have the necessary authority to enter into the contract with him.Required:Analyse the situation with regard to the authority of Len to make contracts on behalf of Katch Co and in particular advise whether or not Katch Co is liable to Mo. (10 marks)。

ACCA考试F4公司法与商法E真题2013年12月_真题-无答案

ACCA考试F4公司法与商法（English）真题2013年12月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** the context of the English legal system, explain:(a) the meaning of statutory interpretation; (2 marks)(b) the literal approach, including the golden rule; and (4 marks)(c) the purposive approach, including the mischief rule. (4 marks)** relation to the law of contract:(a) define and explain consideration. (3 marks)(b) explain and distinguish between the following terms: (i) executory consideration; (2 marks) (ii) executed consideration; (2 marks) (iii) past consideration. (3 marks)** relation to the tort of negligence, explain(a) the meaning of ‘duty of care’; (5 marks)(b) the standard of care owed by one person to another. (5 marks)4.(a) In relation to partnership **pany business forms, explain the meaning of limited liability. (4 marks)(b) In relation to **panies, explain and distinguish between: (i) **panies; (2 marks) (ii) companies limited by guarantee; (2 marks) (iii) companies limited by shares. (2 marks)5. State and explain the grounds upon which a person may be disqualified under the Company Directors Disqualification Act 1986. (10 marks)** the context of the formation of companies, explain:(a) the statement of capital and initial shareholdings; (4 marks)(b) the articles of association, paying particular regard to how these can be altered. (6 marks)** relation to employment law:(a) explain the meaning of constructive dismissal; (5 marks)(b) describe the remedies available in relation to a successful claim for unfair dismissal. (5 marks)8.Abid regularly took his car to be serviced at his local garage, Bust Ltd. On the four previous occasions, before handing his car over to the garage, Abid had always been required to read and sign a contractual document which contained the following statement in bold red type:‘Bust Ltd accepts no responsibility for any consequential loss or injury sustained as a result of any work carried out by **pany, whether as a result o f negligence or otherwise.’On the most recent occasion, due to the fact that the garage was very busy when he arrived, Abid was not asked to sign the usual document. He was, however, given a receipt for the car, which he accepted without reading. Bust Ltd’s usual business terms were printed on the back of the receipt, including the statement above.On driving the car home after its service, Abid was severely injured when the car suddenlyburst into flames. It subsequently emerged that the fire had been the result of the negligent work by one of Bust Ltd’s mechanics. Bust Ltd has accepted that its mechanic was negligent but denies any liability for Abid’s injuries, relying on the exclusion clause above.Required:Advise Abid:(a) whether the exclusion clause was incorporated into his contract with Bust Ltd; (7 marks)(b) as to the possible impact of the Unfair Contract Terms Act 1977 regarding any claim Abid might make against Bust Ltd in relation to his injuries. (3 marks)9. Chu, a suitably qualified person, was appointed as **pany secretary of Do plc. Since his appointment, Chu has entered into the following contracts in the name of Do plc:(a) an extremely expensive, long-term contract with Ex plc for the maintenance of Do plc’s photocopiers;(b) an agreement to hire a car from Far plc which Chu used for his own, non-business related purposes;(c) an agreement with Gro plc to landscape the garden of his, Chu’s, personal house.The directors of Do plc have only recently become aware of these contracts.Required:In the context of company law, with specific regard to the authority of company secretaries, advise the directors of Do plc whether the above agreements are binding on **pany. (10 marks)10. At the start of 2010, Hot Ltd entered into the following transactions in an endeavour to sustain its operation:(a) It borrowed £50,000 from Ina, secured by a floating charge. The floating charge was created on 1 April and it was registered on 15 April;(b) It borrowed a further £50,000 from Jo. This loan was secured by a floating charge created on 3 April and registered on 12 April;(c) It borrowed £100,000 from Ko-Bank. This loan was secured by a fixed charge. It was created on 5 April and was registered on 16 April.Unfortunately, the money borrowed was not sufficient to sustain Hot Ltd and, in August 2013, compulsory liquidation proceedings were begun. It is extremely unlikely that there will be sufficient assets to pay the debts owed to all of the secured creditors.Required:Advise Hot Ltd as to the order of security and payment of the above debts and explain why they are placed in that order. (10 marks)。

ACCA考试F4公司法与商法Scots真题2009年6月_真题-无答案

ACCA考试F4公司法与商法（Scots）真题2009年6月(总分100,考试时间180分钟)ALL 10 questions **pulsory and MUST be attempted** and distinguish between the following terms in relation to the doctrine of precedent in the Scottish legal system:(a) ratio decidendi and obiter dictum; (4 marks)(b) binding precedent and persuasive precedent. (6 marks)2.(a) Explain the circumstances in which a gratuitous promise may be binding in Scots law. (5 marks)(b) In relation to the law of contract, explain what is meant by an offer and distinguish it from an invitation to treat. (5 marks)** relation to the law of contract, distinguish between and explain the effect of:(a) a term and a mere representation; (3 marks)(b) express and implied terms, paying particular regard to the circumstances under which terms may be implied in contracts. (7 marks)** relation to company law, explain:(a) the limitations on the use of company names; (4 marks)(b) the delict of ‘passing off’; (4 marks)(c) the role of **pany names adjudicators under the Companies Act 2006. (2 marks)** relation to company law, explain:(a) the doctrine of capital maintenance; (4 marks)(b) the circumstances under which both a private and a **pany can reduce its capital and the procedure to be followed. (6 marks)6. Explain the grounds upon which a person may be disqualified under the Company Directors Disqualification Act 1986. (10 marks)7. In relation to employment law, explain the meaning of redundancy and the rules that govern it.(10 marks)8. In January 2008 Arti entered in a contractual agreement with Bee Ltd to write a study manual for an international accountancy body’s award. The manual was to cover the period from September 2008 till June 2009, and it was a term of the contract that the text be supplied by 30 June 2008 so that it could be printed in time for September. By 30 May, Arti had not yet started on the text and indeed he had written to Bee Ltd stating that he was too busy to write the text.Bee Ltd was extremely perturbed by the news, especially as it had acquired the contract to supply all of the accountancy body’s study manuals and had already entered into extensive preliminary expenses in relation to the publication of the new manual.Required:In the context of the law of contract, adviseBee Ltd whether they can take any action against Arti. (10 marks)9. Clean Ltd was established some five years ago to manufacture industrial solvents and cleaning solutions, and Des was appointed managing director.**pany’s main contract was with Dank plc a large industrial conglomerate.In the course of its research activity, Clean Ltd’s scientists developed a new super glue. Des was very keen to pursue the manufacture of the glue but the board of directors overruled him and decided that **pany should stick to its core business.The managing director of Dank plc is a friend of Des’s and has told him that Dank plc will not be renewing its contract with Clean Ltd as he is not happy with its performance. He also told Des that he would be happy to continue to deal with him, if only he was not linked to Clean Ltd.Following that discussion Des resigned from his position as managing director of Clean Ltd and set up his **pany, Flush Ltd which later entered into a contract with Dank plc to replace Clean Ltd. Flush Ltd also manufactures the new glue discovered by Clean Ltd’s scientists, which has proved to be very profitable.Required:In the context of company law, advise the board of Clean Ltd as to whether they can take any action against Des or Flush Ltd. (10 marks)10. Greg is a member of the board of directors of Huge plc. He also controls a private **pany Imp Ltd through which he operates a management consultancy business. He also owns all the shares in Jet Ltd through which he conducts an investment business.When Greg learns that Huge plc are going to make a take-over bid for Kop plc he arranges for Jet Ltd to buy a large number of shares in Kop plc on the London Stock Exchange on which it makes a large profit when it sells them after the takeover bid is announced. He then arranges for Jet Ltd to transfer the profit to Imp Ltd as the charge for supposed consultancy work. The money is then transferred to Greg through the declaration of dividends by Imp Ltd.Required:Analyse the above conduct from the perspective of criminal law paying particular attention to the issues of:(a) insider dealing; and (5 marks)(b) money laundering. (5 marks)。

ACCA《公司法与商法》练习试题

ACCA《公司法与商法》练习试题Question:In relation to company law:(a)explain the meaning of， and procedures involved in，voluntary liquidation; and(b)explain and distinguish between;(i)a members' voluntary liquidation;(ii)a creditors' voluntary liquidation.Answer:(a)This question requires candidates to explain the meaning and procedures involved in the course of a voluntary liquidation in company law. One of the many consequences of incorporation is that a registered company becomes a legal entity in its own right having existence apart from its member shareholders. One of the attributes of this legal personality is that the company has not only separate， but also perpetual， existence， in that it continues irrespective of changes in its membership. Indeed， the company can continue to exist where it has no members at all. Winding up， or liquidation， is the process whereby the life of the company is brought to an end and its assets realised and distributed to its members and/or creditors. The rules governing winding up are detailed in the provisions of the Insolvency Act (IA) 1986 and the exact nature of the procedure depends on the type of winding up involved and depends upon the solvency of the company at the time when liquidation commences. Winding up can be conducted on a voluntary basis， in which case the members of the company themselves determine that the time has come for it to come to an end， or alternatively， the court may make an order that the company‘s life should come to an end. This question refers to the first of these alternatives， voluntary winding up.Section 84 IA states that a company may be wound up voluntarily:(i)when any period fixed for the duration of the company by the articles expires， or any event occurs， which shall， according to thearticles， lead to its dissolution. Under such circumstances the winding up has to be approved by an ordinary resolution.(ii)for any other reason whatsoever. Under these circumstances a special resolution is required to approve the winding up.This is the procedure the members would follow if the company is insolvent.In any case the winding up is deemed to have started on the date that the appropriate resolution was passed.(b)(i)A members‘ voluntary liquidation takes place when the directors of the company are of the opinion that the company is solvent and is capable of paying off its creditors. The directors are required to make a formal declaration to the effect that they have investigated the affairs of the company and that in their opinion it will be able to pay its debts within 12 months of the start of liquidation. It is a criminal offence for directors to make a false declaration without reasonable grounds. On appointment， by an ordinary resolution of the company， the job of the liquidator is to wind up the affairs of the company， to realise the assets and distribute the proceeds to its creditors. On completion of this task， the liquidator must present a report of the process to a final meeting of the shareholders. The liquidator then informs the Registrar of the holding of the final meeting and submits a copy of their report to them. The Registrar formally registers these reports and the company is deemed to be dissolved three months after that registration.(ii)A creditors‘ v oluntary liquidation takes place when the company is insolvent when it is decided to wind it up. The essential difference between this and the former type of liquidation is that， as the name implies， the creditors have an active role to play in overseeing the liquidation of the company and there is no declaration of solvency. First， a meeting of the creditors must be called within 14 days of the resolution to liquidate the company at which the directors must submit a statement of the company‘s affairs. The creditors have the final say in who should be appointed as liquidator。

ACCAF4考试-公司法与商法(基础阶段)历年真题精选及详细解析1109-38

ACCAF4考试-公司法与商法（基础阶段）历年真题精选及详细解析1109-38
1. Ashraf was employed by Theta Ltd. In the last few weeks Theta Ltd has asked Ashraf to take abnormal risks in the way he works in order to be more efficient. In every situation, Ashraf has refused and relations with the management have deteriorated to such an extent that Ashraf has now resigned. In what manner has Ashraf left his employment?
A. The director has committed the offence of providing misleading information to an auditor
B. This is an example of fraudulent trading on behalf of the director
A. He has been unfairly dismissed
B. He has been constructively dismissed
C. He has been summarily dismissed
D. He has not bee following would be used as a method ofdetermining if an individual was an employee or self employed?

ACCA考试《F4公司法与商法》必备考点(4)

ACCA考试《F4公司法与商法》必备考点(4)本文由高顿ACCA整理发布，转载请注明出处1 Doctrine of judicial precedent1.1 Common law and equity are a body of judge-made laws contained in decisions of the courts called judgements.1.2 Judge – made law or case law is whereby judges follow the decisions of other judges. The doctrine of precedent is sometimes referred to as 'stare decisis': let the decision stand.1.3 For case law to be workable as a source of law it needs to achieve consistency. Various 'rules' have therefore developed to achieve this aim.1.4 ‘Rules’:1.4.1 Only statements of law made by judges can form precedent. In turn these statements must be divided up into ratio decidendi (the reason for the decision) and obiter dicta (other comments).Only the ratio decidendi forms the basis of precedent as it is this reasoning which is vital to his decision. Obiter dicta are statements of general law (or hypothetical situations) which are not necessary for the decision in the case and hence are not binding.1.4.2 As the ratio decidendi of a case stems from specific facts if a precedent is to be followed in a subsequent case the facts of that case must be sufficiently similar.1.4.3 The precedent must have been set by a court capable of creating precedent and not have been overruled.1.5 Hierarchy of the courts:(a) House of Lords – binds all lower courts but not itself (exceptional cases)(b) Court of Appeal – binds all lower courts and itself(c) High CourtJudge sitting alone – binds all lower courts not divisional courtsJudges sitting together – binds all lower courts and divisional courts(d) CrownMagistrates – bind no-one at allCounty1.6 A precedent ceases to be binding if:(i) It has been overruled by statute or EU law or by a higher court.(ii) It can be distinguished on the facts i.e. if the material facts are not the same.1.7 Advantages:(i) Detail.(ii) Flexibility.(iii) Consistency.(iv) Fairness.1.8 Disadvantages:(i) Bulk.(ii) Restricts judicial discretion.(iii) reactive system.(iv) Lack of democratic accountability.1.9 Persuasive authority:These are decisions (e.g. those of commonwealth countries, inferior courts and obiter dicta) which are not binding but may influence the decisions of judges in future cases.更多ACCA资讯请关注高顿ACCA官网：。

ACCA考试F4公司法与商法Scots真题2011年12月_真题-无答案

ACCA考试F4公司法与商法（Scots）真题2011年12月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Scottish legal system explain the following sources of law:(a) case law; (6 marks)(b) legislation, including delegated legislation. (4 marks)** relation to the contents of a contract explain the following:(a) express terms; (3 marks)(b) implied terms; (3 marks)(c) terms incorporated by reference. (4 marks)3. In relation to the law of negligence, explain the extent of a company au ditor’s duty of care; and to whom any such duty is owed. (10 marks)** the meaning of the following terms with regard to the law of agency, providing specific examples within the context of company law:(a) express authority; (3 marks)(b) implied authority; (3 marks)(c) ostensible/apparent authority. (4 marks)** relation to a company’s shares:(a) explain the following: (i) the statement of capital and initial shareholdings; (4 marks) (ii) the authorised minimum issued capital in a **pany. (1 mark)(b) explain and distinguish between ordinary shares and preference shares. (5 marks)** the context of corporate governance, explain and distinguish between:(a) (i) the chairman of a company’s board of directors; and (3 marks) (ii) a company’s managing director/chief executive. (2 marks)(b) (i) non-executive directors; and (2 marks) (ii) shadow directors. (3 marks)7. In relation to employment law explain the meaning of redundancy and the rules that govern it.(10 marks)8.Ade, a keen pottery collector, saw a notice for an auction of Bede pottery in the January edition of Antiques News. He travelled 300 kilometres to attend the auction in order to bid for a particularly rare example of Bede pottery, specifically mentioned in the lists of items to be auctioned. However, when he got to the auction site he found a notice outside, stating that the auction had been cancelled. Ade went into a nearby antique shop and saw an example of the type of pottery he **e to bid for. The price ticket stated that it was £500, but Ade said he was only willing to pay £350 for it. The shopkeeper, Chip, said he would sell it for £400 and as Ade said he would like time to think about it over lunch, Chip agreed not to sell it before Ade returned.However, when Ade returned to buy the pottery, he found that Chip had already soldit to someone else, who had paid £450 for it.Required:In the context of contract law, advise Ade whether he can take action against:(a) the auctioneers, for the expense of his travel to the auction; and(b) Chip, for not selling the pottery to him.9. Doc, a supplier of building materials, entered into the following transactions:(a) An agreement to sell some goods to a longstanding friend, Ed. The contractual document, however, actually stated that the contract was made with Ed’s company, Ed Ltd. Although the materials were delivered, they have not been paid for and Doc has learned that Ed Ltd has just gone into insolvent liquidation. (4 marks)(b) Doc had employed a salesman, Fitt, whose contract of employment contained a clause preventing him, Fitt, from approaching any of Doc’s clients for a period of two years after he had left Doc’s employment. Doc has found out that, on stopping working for him, Fitt has started working for a company, Gen Ltd, wholly owned by Fitt and his wife, and is approaching contacts he had made while working for Doc. (6 marks)Required:In the context of company law, advise Doc as to the legality and likely outcome of the above situations.Notes:– in (b) th e legality of the restraint of trade clause in Fitt’s contract of employment may be assumed; and–the mark allocation is shown against each of the transactions above.(10 marks)10. Ian is an accountant and one of his clients is Jet, who runs an illegal operation as well as some other legitimate businesses. Jet approached Ian for advice as to how he should deal with the gains he makes from the illegal operation.Ian suggested that, rather than try to use his existing legitimate businesses to disguise the source of the money, Jet should use his legally made money to buy the local football club, Kickers, with the intention of passing his gains from the illegal operation through its acc ounts.Ian’s reasoning was that as there was a lot of cash going through the football club on a weekly basis, and as there appeared to be very little control exercised over the finances of football clubs, it would be easy to mingle the illegal money with th e football club’s legitimate receipts.Jet accepted the proposal, bought the club, appointed Ian as its finance director and together they passed the illegal money through the football club. Lol, the long-term team manager of Kickers, has noticed the increa se in the club’s income, but is concerned that the extra money is going to Jet as the owner, and not being used to finance the club.Required:Analyse the scenario from the perspective of the law relating to money laundering, advising Lol as to the legality of the above situation and what action can be taken against Ian and/or Jet. (10 marks)。

ACCA考试F4公司法与商法Scots真题2008年6月_真题-无答案

ACCA考试F4公司法与商法（Scots）真题2008年6月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Scottish legal system explain the following sources of law:(a) Case law; (6 marks)(b) Legislation. (4 marks)** relation to contract law explain the meaning and effect of:(a) an offer; and (4 marks)(b) an invitation to treat. (6 marks)3. In relation to the delict of negligence explain the standard of care owed by one person to another. (10 marks)** the context of company law explain:(a) the doctrine of separate personality and its consequences; and (6 marks)(b) the circumstances under which separate personality will be ignored. (4 marks)** relation to company law explain the meaning of the following:(a) ordinary shares; (3 marks)(b) preference shares; and (3 marks)(c) debentures. (4 marks)** relation to company law distinguish between:(a) executive directors; (4 marks)(b) non-executive directors; and (3 marks)(c) shadow directors. (3 marks)** relation to employment law:(a) Explain why it is important to distinguish between contracts of service and contracts for services. (4 marks)(b) State how the courts decide whether someone is an employee or is self-employed. (6 marks)8.Astride entered into a contract with Bild Ltd to construct a wall around the garden of a house she had just purchased. The wall was to be three metres high to block out a view of a rubbish tip. The wall was due to be finished in May and Astride entered into another contract with Chris to landscape the garden starting on 1 June.Bild Ltd finished the wall on 25 May. However when Astride came to examine it for the first time she found that it was only 2·50 metres high and that the rubbish tip was still visible from the top of her garden.On 1 June, Chris informed Astride that he was too busy to landscape her garden and that she would have to get someone else to do it. The only person available, however, will charge Astride £500 more than Chris had agreed for doing the work.Required:Analyse the scenario from the perspective of the law of contract, advising Astride:(a) Whether she can require Bild Ltd to reconstruct the garden wall in order to make it the agreed height, and if not, what alternative action is available to her. (5 marks)(b) Whether she can require Chris to undertake the work on the garden, and if not, what alternative action is available to her. (5 marks)9. Clare, Dan and Eve formed a partnership 10 years ago, although Clare was a sleeping partner and never had anything to do with running the business. Last year Dan retired from the partnership. Eve has subsequently entered into two large contracts. The first one was with a longstanding customer Greg, who had dealt with the partnership for some five years. The second contract was with a new customer Hugh. Both believed that Dan was still a partner in the business. Both contracts have gone badly wrong leaving the partnership owing £50,000 to both Greg and Hugh. Unfortunately the business assets will only cover the first £50,000 of the debt.Required:Explain the potential liabilities of Clare, Dan, and Eve for the partnership debts. (10 marks)10.Sid is a director of two listed **panies in which he has substantial shareholdings: Trend plc and Umber plc. The annual reports of both Trend plc and Umber plc have just been drawn up although not yet disclosed. They show that Trend plc has made a surprisingly big loss and that Umber plc has made an equally surprising big profit. On the basis of this information Sid sold his shares in Trend plc and bought shares in Umber plc. He also advised his brother to buy shares in Umber plc.Vic who is also a shareholder in **panies sold a significant number of shares in Umber plc only the day before its annual report was published.Required:(a) Analyse the above scenario from the perspective of the law relating to insider dealing; (8 marks)(b) In particular advise Vic as to his position. (2 marks)。

ACCA考试F4公司法与商法真题2014年12月_真题-无答案

ACCA考试F4公司法与商法真题2014年12月(总分100,考试时间120分钟)Section A – ALL 45 questions **pulsory and MUST be attemptedPlease use the space provided on the inside cover of the Candidate Answer Booklet to indicate your chosen answer toeach multiple choice question.1. Which of of the following involves an offer which may only be accepted by performing an action?A. A collateral contractB. A unilateral contractC. A bilateral contract2. An agency relationship which is made retrospectively is referred to by which of thefollowing terms?A. Agency by estoppelB. Agency by ratificationC. Agency by necessity3. In contract law, the ‘market rule’ arises in relation to which of the following?A. OfferB. ConsiderationC. RemotenessD. Mitigation4. In relation to a debenture, which of the following is NOT true?A. It may be issued at a discountB. Interest on it may be paid from capitalC. It is paid after preference sharesD. It is freely transferable5. Tan writes to Yun stating that he will sell his car to him for £10,000. At the same time, Yun writes to Tan stating that he will buy his car for £10,000.Which of the following statements applies to this situation?A. There is a binding agreement due to the postal ruleB. There is a collateral contractC. There is neither an agreement nor a contract6. Which of the following statements about contracts of employment is true?A. They can be made either orally or in writingB. They must be made in writingC. They must be evidenced in writing7. Where directors make a false statement of solvency prior to a members’ voluntary liquidation, which of the following have **mitted under the relevant legislation?A. A breach of criminal law with criminal penaltiesB. A breach of civil law with criminal penaltiesC. A breach of civil law with civil liabilityD. A breach of both civil and criminal law with liabilities under both8. Which of the following is the consequence when a patient signs a medical consent form before an operation?A. The patient gives up any right of action for any injury sufferedB. Any action for any injury suffered during the operation is limited to negligenceC. The level of any potential payment for any injury suffered is reduced9. Where a contract states the sum to be paid in the event of a breach of contract, the stated sum is known as which of the following?A. Unliquidated damagesB. Liquidated damagesC. C Specific damagesD. Nominal damages10. Which of the following applies to the concept of enlightened shareholder value?A. It is the price shares can be expected to raise if they were to be soldB. It is the yardstick for assessing the performance of directors’ dutiesC. It is the standard of behaviour expected of shareholders in general meetings11. Which of the following involves a summary dismissal in relation to a contract of employment?A. Both parties agree to end the contract immediately without noticeB. The employee breaks the contract without noticeC. The employer terminates the contract without notice12. What qualification is **pany secretary of a private **pany required to have?A. An appropriate legal qualificationB. An appropriate professional qualification such as ACCAC. No qualification13. Statutory redundancy payment is calculated on the basis of which of the following?A. Length of service and pay onlyB. Age and length of service onlyC. Age, length of service and pay14. In relation to wrongful trading, the standard against which the conduct of directors will be assessed is which of the following?A. Purely subjective, depending on the actual skill of the directorB. Purely objective, depending on what is expected of a director in that positionC. A mixture of subjective and objective but only to increase potential liabilityD. A mixture of subjective and objective but only to reduce potential liability15. Which of the following statements as regards an acceptance of an offer ‘subject to contract’ is true?A. It binds the offerorB. It binds neither partyC. It binds both parties16. Su had just passed her driving test when she negligently drove into a pedestrian. What standard of care will Su be judged by?A. The objective standard of a newly qualified driver, lack of experience will be taken intoaccountB. The objective standard of a competent driver, lack of experience will not be taken into accountC. The subjective standard of actual ability17. Which of the following are ordinary partnerships UNABLE to create in relation to their property?A. MortgagesB. Fixed chargesC. Floating charges18. Which of the following courts deal with civil law matters ONL Y?A. The Crown CourtB. The magistrates’ courtC. The county court19. Jo promises to pay a reward for the return of her lost phone. Mia finds the phone and returns it to Jo.Which of the following types of consideration has Mia provided?A. Executed considerationB. Executory considerationC. Past consideration20. Which of the following requires court approval before the appointment of an administrator?A. CreditorsB. Holders of floating chargesC. The directors of **panyD. **pany itself21. Which of the following is an English court NORMALL Y bound to follow?A. An obiter statement of a higher courtB. A ratio of a lower courtC. A ratio of a court at the same levelD. An obiter statement of the Supreme Court22. Which of the following courts hear appeals from the magistrates’ court?(1) County court(2) Crown Court(3) High CourtA. (1) and (2) onlyB. (2) and (3) onlyC. (1) and (3) onlyD. (1), (2) and (3)23. Which of the following is NOT an automatic consequence of a compulsory winding up order against a public **pany?A. Transfers of shareholdings are suspendedB. Liquidation is deemed to start on the date of the issuing of the orderC. Directors cease to exercise any management powerD. Employees are immediately dismissed24. Which TWO of the following apply to shares of companies whose names end in ‘Ltd’?(1) They may not be issued to non-members(2) They may not be offered to the public (3) They may not be transferred (4) They may not be traded on the stock exchangeA. (1) and (2)B. (2) and (3)C. (1) and (4)D. (2) and (4)25. Which of the following statements regarding the age limits for serving as a director in a public **pany is true?A. Minimum age 16 years and no maximum ageB. Minimum age 21 years and no maximum ageC. Minimum age 21 years and maximum age 75 yearsD. Minimum age 16 years and maximum age 75 years26. Which TWO of the following are private law actions?(1) Those between individuals(2) Those between business organisations(3) Those between individuals and the stateA. (1) and (2)B. (1) and (3)C. (2) and (3)27. In which procedure does a **mittee operate?(1) Compulsory liquidation (2) A members’ voluntary liquidation (3) A creditors’ voluntary liquidation (4) AdministrationA. (1) and (2)B. (2) and (4)C. (1) and (3)D. (3) and (4)28. The category of treasury **es into existence under which of the following circumstances?A. They are issued as such by a **panyB. They are issued as such by a **panyC. They are purchased as such by the exchequerD. They are purchased as such by a private or **pany29. Which of the following is NOT a source of English law?A. CustomB. EquityC. Public law30. Which of the following are owed a duty of care by auditors when preparing a company’s audit report?A. A potential investor with no current holdingB. An existing shareholder looking to increase their holdingC. A company looking to make a takeover bid for **panyD. **pany and the existing shareholders in **pany as a body31. In a potential redundancy situation, an employee may lose the right to payment if they reject an offer of alternative employment within the business.Which of the following will allow the employee to reject the employment offered and claim redundancy?A. The alternative was suitable but the employee reasonably felt that it was not of the same statusB. The alternative was suitable but the employee refused to consider itC. The alternative was suitable but the employee’s grounds for refusing to acc ept it were unreasonable32. hich TWO of the following are reasons for dismissal which must be justified as FAIR?(1) Capability or qualifications of the employee (2) Legal prohibitions relating to the employee (3) Refusal of the employee to join a trade union(4) Taking part in unofficial industrial actionA. (1) and (2)B. (1) and (3)C. (2) and (3)D. (2) and (4)33. What type of contract does an employee have?A. A contract for serviceB. A contract of serviceC. A contract for servicesD. A contract of services34. Which of the following describes a pre-contractual statement which does NOT form a term ofa contract but induces the contract?A. A conditionB. A warrantyC. A representationD. An innominate term35. Which of the following exists as a separate legal entity from its members?A. An ordinary partnershipB. A limited partnershipC. A limited liability partnership36. Which of the following must a **pany ALWAYS have?A. SharesB. Limited liabilityC. A company secretaryD. A registration certificate37. A breach of a contractual warranty enables the injured party to do which of the following?A. To sue for damages onlyB. To sue for damages or terminate the contractC. To sue for damages and terminate the contractD. To terminate the contract only38. n relation to the tort of negligence, which TWO of the following criteria are required to establish the existence of a duty of care?(1) The claimant suffered a financial loss (2) The harm suffered was reasonably foreseeable (3) A relationship of proximity existed between the parties(4) The claimant did not consent to cause the injury sufferedA. (1) and (2)B. (1) and (3)C. (2) and (3)D. (2) and (4)39. In relation to defences to the tort of negligence, which of the following is the consequence of a finding of volentinon fit injuria?A. It removes the requirement to pay damagesB. It reverses the burden of proof as to who can claim damagesC. It increases the level of damagesD. It decreases the level of damages40. Which of the following actions is open to a party who has only partly performed work under a contract?A. Quantum meruitB. Action for the priceC. DamagesD. Restitution41. Which of the following is an example of the purposive approach to statutory interpretation?A. The mischief ruleB. The literal ruleC. The golden rule42. Which is the correct minimum period of notice an employee is entitled to after five years’ service?A. One calendar monthB. Five weeksC. Ten weeksD. Five calendar months43. In relation to agency law, ‘warrant of authority’ is provided by which of the following?A. The agentB. The principalC. The third party44. Which of the following correctly applies to the burden of proof in a criminal case?A. It must be proved beyond reasonable doubtB. It must be proved on the balance of probabilitiesC. It lies with the prosecutionD. It lies with the defence45. Where a business includes a term in a contract which excludes liability for death and personal injuries through negligence, which of the following states the effect of the term?A. It is invalidB. It is invalid unless it is reasonable in the circumstances of the caseC. It is valid only if specifically brought to the attention of the other partyD. It is valid if it is clearly included in the contract termsSection B – ALL FIVE questions **pulsory and MUST be attemptedPlease write your answers to all parts of these questions on the lined pages within the Candidate Answer Booklet.1.Ann owns a shop selling prints. She placed an advertisement in the Friday edition of her local paper stating: ‘Unique opportunity to own a Bell print for £500 cash. Offer valid for one day only –tomorrow Saturday.’When Con saw the advert, he immediately posted a letter of acceptance.On Saturday, Di asked Ann if she would take a cheque for £500, but she refused to accept the cheque and told hershe could not have the print. Later that day Ann sold the print to Evi.On Monday morning Con’s letter arrived.Requir ed:In the context of the rules governing the creation of contracts:(a) Describe the precise legal nature of Ann’s advertisement; (2 marks)(b) Explain whether Con has any right of action against Ann; (2 marks)(c) Explain whether Di has any right of action against Ann. (2 marks)2.Fred is a member of Glad Ltd, a small **pany, holding 100 of its 500 shares. The other 400 shares are held by four other members.It has recently become apparent that Fred has set up a rival business to Glad Ltd and the other members have decided that he should be expelled from **pany. To that end they propose to alter the articles of association to include a new power to ‘require any member to transfer their shares for fair value to the other members upon the passing ofa resolution so to do’. Required:(a) State the procedure which Glad Ltd must follow to alter its articles of association.(2 marks)(b) Explain the effect of the requirement that any alteration to a company’s articles of association must be for the benefit of **pany as a whole. (2 marks)(c) Explain whether or not the articles of association of Glad Ltd can be altered as proposed.(2 marks)3.Three years ago Ho subscribed for shares in **panies: Ice Ltd and Jet plc. In relation to the shares in Ice Ltd,Ho was only required to pay 50 pence per £1 share when he took the shares and was assured that he would not be required to make any further payment on them to IceLtd and **pany passed a resolution to that effect.Unfortunately, Ice Ltd has gone into insolvent liquidation owing a substantial sum of money to its creditors. In relation to the shares in Jet plc, Ho was required to pay a premium of 50 pence per £1 share. The shares are currently trading at 75 pence per share.Required:(a) Describe any potential liability Ho may have with regard to the shares he holds in Ice Ltd and to whom any such liability would be owed.(2 marks)(b) Explain the meaning and purposes of a share premium account.(2 marks)(c) Explain whether Ho can gain access to the premium paid on the shares in Jet plc.(2 marks)4.Kut Ltd is a small **pany. Although there are three members of its board of directors, the actual day-to-day running of the business is left to Leo, who simply reports back to the board on the business he has carried out. Leo refers to himself as the chief executive officer of Kut Ltd, although he has never been officially appointed as such.In October 2014, Leo entered into a normal business contract on Kut Ltd’s behalf with Max. However, the other members of the board have subsequently lost confidence in Leo and have refused to pay Max, claiming that Leo did not have the necessary authority to enter into the contract with him. Required:(a) State the usual authority of individual directors to enter into binding contracts on ehalf of **pany.(2 marks)(b) Explain whether or not Kut Ltd is liable to pay Max.(4 marks)5.Nit is involved in illegal activity, from which he makes a large amount of money. He also owns a legitimate **pany and passes off his illegally gained money as profits of that business. Nit employs Owen, who is aware of the illegal source of the money, to act as the manager of the **pany, and Pat as his accountant to produce false business accounts for the taxi business.Required:In the context of the law relating to money laundering:(a)Explain the meaning of layering.(2 marks)(b) Explain whether any criminal offences relating to money laundering may have **mitted by Nit, Owen and Pat.(4 marks)。

ACCA考试F4公司法与商法China真题2010年12月_真题-无答案

ACCA考试F4公司法与商法（China）真题2010年12月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Civil Procedure Law of China:(a) explain the term exclusive jurisdiction; (2 marks)(b) state the major legal characteristics of exclusive jurisdiction, in terms of: (i) the basis of exclusive jurisdiction; and (4 marks) (ii) the effect of the rule of exclusive jurisdiction. (4 marks)** relation to the Property Law of China:(a) explain the term right of lien; (4 marks)(b) state THREE conditions to be met for a party to claim the right of lien. (6 marks)** relation to the Labour Contract Law of China:(a) state the various powers of the labour administration in exercising its supervisory and examining functions; (2 marks)(b) state any FOUR kinds of situations under which the labour administration may issue administrative orders to an employer for violations of Labour Contract Law. (8 marks)** relation to the Contract Law of China:(a) explain the term termination of contract; (2 marks)(b) explain and distinguish between termination of contract and dissolution of contract. (8 marks)** relation to the Company Law of China:(a) state the basic rules regarding the shareholders of: (i) a general limited **pany; (2 marks) (ii) a sole-person limited **pany and a wholly state-**pany; and (2 marks) (b) state the requirements for capital of: (i) a general limited **pany; (2 marks) (ii) a sole-person limited **pany; and (2 marks) (iii) a company with exclusive state-ownership. (2 marks)** relation to the Enterprises Bankruptcy Law of China, state the legal effect of the acceptance of an application for bankruptcy by the court:(a) in terms of the preservative measures against the assets of the debtor; (4 marks)(b) in terms of the enforcement procedure against the relevant debtor; (4 marks)(c) in terms of pending legal actions against a debtor. (2 marks)** relation to the Securities Law of China:(a) explain the term sponsor in underwriting securities; (2 marks)(b) state the objective of the legislation to set up the system of sponsorship in underwriting securities; (2 marks)(c) state the various legal liabilities of a sponsor, in providing professional services, for his wrongdoings or failure to perform his functions. (6 marks)8.In 2009 Mr Lee and the **mittee entered into a contract for the management of land, under which he obtained the right to manage the contracted piece of land in a small mountain for 30 years. The contract was duly registered with the relevant government authority in light of the Property Law.One day when Mr Lee was planting trees on the mountain, he accidentally found a small coal mine in the mountain. Having discovered this information many villagers rushed to the mountain to exploit coal for sale. Mr Lee demanded the villagers stop the exploitation of coal, on the ground that he has been a legitimate holder of the right of management of land. Therefore, he should be a lawful holder of right to the coal mine under the land. On the other hand, the villagers refused to accept Mr Lee’s position and insisted that Mr Lee’s right to management of land would not extend to natural resources under the land. They held that the coal mine should be **mon property of the villagers as a whole and they were entitled to dig coal.Since Mr Lee and the villagers could not reach a settlement themselves, they filed a lawsuit against each other before the court for the determination of right.Required:Answer the following questions in accordance with the relevant provisions of the Property Law of China, and give reasons for your answer:(a) describe what kind of property right Mr Lee has held regarding the mountain; (2 marks)(b) describe who should hold the ownership of the coal mine in the mountain; (4 marks)(c) state how the court should deal with the claim brought by Mr Lee for damages against villagers because some of the trees in the land were destroyed by villagers in digging coal. (4 marks)9.Natural Gas Company (Gas Company) and Yaowa Glass Company (Yaowa Company) entered into a supply contract. The major terms and conditions of the contract were that Gas Company would provide a minimum 4,000 of natural gas daily for a period of five years at a fixed price; it should give a written notice five days in advance where it reduces the quantity of supply; Yaowa Company would provide a sum of RMB 100,000 yuan as a deposit for the performance of the contract. Yaowa Company paid the deposit pursuant to the supply contract upon the conclusion of the contract.Gas Company has been in decline since the beginning of 2010. In order to achieve extra profit, Gas Company sold more natural gas to other customers at a higher price by reducing the quantity of supply to Yaowa Company. One day Gas Company suddenly stopped providing natural gas to Yaowa Company without a notice in advance, which resulted in serious damage to the equipment of the latter.Due to unsuccessful negotiation between the two parties, Yaowa Company intended to seek the assistance from the people’s court.Required:Answer the following questions in accordance with the relevant provisions of the Contract Law of China, and give your reasons for your answer:(a) explain the legal nature of the deposit under the contract law, and state whether a claim for a refund of twice the amount of the deposit should be supported by the court; (4 marks) (b) state whether a claim requiring specific performance of contract by Gas Company should be supported by the court where the Yaowa Company has already requested a refund of twice the amount of the deposit. (6 marks)10.Kingmart Joint Stock Company (Kingmart Company) was a listed joint **pany listing in Shanghai Securities Exchange, with total assets of RMB 500 million yuan; while Dahua LimitedLiability Company’s (Dahua Company) registered capital was RMB 160 million yuan. At the end of 2009 the board of directors of Kingmart Company adopted a special board of directors’ resolution to merge with Dahua Company in a form of merger by absorption. After **pletion of the merger plan Dahua Company would be dissolved.For the purpose of carrying forward the merger plan, Kingmart Company and Dahua Company should take some procedural steps before the merger plan could be implemented and settle the credit and/or debt of these **panies with other parties.Required:Answer the following questions in accordance with the relevant provisions of the Company Law, and give reasons for your answer:(a) state the relevant voting requirement by the general shareholders’ meeting; (3 marks)(b) state the relevant rules with respect to public notice; (3 marks)(c) state how to deal with Dahua Company’s debts of RMB 500,000 yuan owed to a local electricity plant. (4 marks)。

ACCA考试F4公司法与商法Irish真题2010年12月_真题-无答案

ACCA考试F4公司法与商法（Irish）真题2010年12月(总分100,考试时间180分钟)ALL TEN questions **pulsory and MUST be attempted** relation to the Irish legal system:(a) explain and distinguish between: (i) primary legislation; and (ii) secondary/delegated legislation. (6 marks)(b) explain the powers of the courts in relation to challenging the validity of primary and secondary/delegated legislation. (4 marks)2. State and explain the remedies available for breach of contract. (10 marks)** relation to the law of tort explain:(a) the neighbour principle; (4 marks)(b) remoteness of damage; (4 marks)(c) liability for economic/financial loss. (2 marks)** relation to the issuing of company shares explain:(a) pre-emption rights; (3 marks)(b) rights issues; (3 marks)(c) bonus issues. (4 marks)** relation to company law:(a) state, and explain the purpose of, the various registers that have to be kept by a company; (4 marks)(b) describe what accounting records will have to be produced and maintained by a company. (6 marks)6. In relation to company law, explain the duties owed by directors to **panies. (10 marks)** relation to employment law explain:(a) the meaning of unfair dismissal; and (6 marks)(b) the remedies available for unfair dismissal. (4 marks)8. In January 2009, Amy started a business as an independent website designer.To give her a start in her career, her brother Ben, who ran a retail business, said he would give her €1,000 if she updated his business website. At the same time, her friend Che asked her to do work for his business, also for a set fee of €1,000.However, by the time Amy **pleted the two projects her design business had become a huge success and she had lots of other business. When Ben and Che discovered how successful Amy’s business had become they both felt that they should not be asked to pay for the work they **missioned.Ben said he would not pay anything as he had only offered the work to help his sister out. Che said he would not pay anything either, on the basis that he had only given her work to do on the basis of their friendship.Required:Advise Amy as to whether she can insist on Ben and Che paying the full amounts of their initial promises. (10marks)9.Dee and Eff are major shareholders in and the directors of the **pany Fan plc. For the year ended 30 April 2009 Fan plc’s financial statements showed a loss of €2,000 for the year.For the year ended 30 April 2010 Fan plc made a profit of €3,000 and, due to a revaluation, the value of its land and buildings increased by €5,000.As a conseq uence, Dee and Eff recommended, and the shareholders approved, the payment of €4,000 in dividends.Required:Advise Dee and Eff as to:(a) the legality of the dividend payment; and (6 marks)(b) any potential legal liability in regard to the dividend payment. (4 marks)10. Geo, Ho and Io formed a partnership three years ago to run a hairdressing business. They each provided capital to establish the business as follows:Geo €20,000;Ho €12,000; andIo €8,000.The partnership agreem ent stated that all profits and losses were to be divided in proportion to the capital contribution.After 18 months Geo provided the partnership with a loan of €3,000 in order to finance the purchase of more stock. The loan was to be paid back from the profits of the business.Unfortunately the business was not successful and the partners decided to dissolve the partnership rather than risk running up any more losses. At the time of the dissolution of the partnership its assets were worth €20,000. Its extern al debts were €7,000 and none of the debt to Geo has ever been paid.Required:Advise the partners as to how the financial aspects of the dissolution will be conducted and how the assets will be distributed. (10 marks)。

ACCA F4《公司法与商法》知识点讲解(3)

ACCA F4《公司法与商法》知识点讲解（3）1 Doctrine of judicial precedent1.1 Common law and equity are a body of judge-made laws contained in decisions of the courts called judgements.1.2 Judge – made law or case law is whereby judges follow the decisions of other judges. The doctrine of precedent is sometimes referred to as 'stare decisis': let the decision stand.1.3 For case law to be workable as a source of law it needs to achieve consistency. Various 'rules' have therefore developed to achieve this aim.1.4 ‘Rules’:1.4.1 Only statements of law made by judges can form precedent. In turn these statements must be divided up into ratio decidendi (the reason for the decision) and obiter dicta (other comments).Only the ratio decidendi forms the basis of precedent as it is this reasoning which is vital to his decision. Obiter dicta are statements of general law (or hypothetical situations) which are not necessary for the decision in the case and hence are not binding.1.4.2 As the ratio decidendi of a case stems from specific facts ifa precedent is to be followed in a subsequent case the facts of that case must be sufficiently similar.1.4.3 The precedent must have been set by a court capable of creating precedent and not have been overruled.1.5 Hierarchy of the courts:(a) House of Lords – binds all lower courts but not itself (exceptional cases)(b) Court of Appeal – binds all lower courts and itself(c) High CourtJudge sitting alone – binds all lower courts not divisional courtsJudges sitting together – binds all lower courts and divisional courts(d) CrownMagistrates – bind no-one at allCounty1.6 A precedent ceases to be binding if:(i) It has been overruled by statute or EU law or by a higher court.(ii) It can be distinguished on the facts i.e. if the material facts are not the same.1.7 Advantages:(i) Detail.(ii) Flexibility.(iii) Consistency.(iv) Fairness.1.8 Disadvantages:(i) Bulk.(ii) Restricts judicial discretion.(iii) reactive system.(iv) Lack of democratic accountability.1.9 Persuasive authority:These are decisions (e.g. those of commonwealth countries, inferior courts and obiter dicta) which are not binding but may influence the decisions of judges in future cases.。

ACCA考试F4公司法与商法P真题2011年12月_真题(含答案与解析)-交互

ACCA考试F4公司法与商法（Pakistan）真题2011年12月(总分100, 做题时间180分钟)ALL TEN questions **pulsory and MUST be attempted1.Under the Constitution of Pakistan, 1973, explain the process of legislation through Ordinances. (10 marks)SSS_TEXT_QUSTI该题您未回答:х该问题分值: 10答案:Under the Companies Ordinance, 1984 and the Code of Corporate Governance:SSS_TEXT_QUSTI该题您未回答:х该问题分值: 5答案:SSS_TEXT_QUSTI(b) describe the duties and powers of a company secretary. (5 marks)该题您未回答:х该问题分值: 5答案:Under the Contract Act, 1872, define and state the consequences of: SSS_TEXT_QUSTI(a) ‘free consent’; (4 marks)该题您未回答:х该问题分值: 3.XX333答案:SSS_TEXT_QUSTI(b) ‘coercion’; (3 marks)该题您未回答:х该问题分值: 3.XX333答案:SSS_TEXT_QUSTI(c) ‘undue influence’. (3 marks)该题您未回答:х该问题分值: 3.XX333答案:Under the Companies Ordinance, 1984:SSS_TEXT_QUSTI(a) state the circumstances in which a company may be compulsorily wound up by the court; (5 marks)该题您未回答:х该问题分值: 5答案:SSS_TEXT_QUSTI该题您未回答:х该问题分值: 5答案:In relation to the law of torts, describe the following defences:(a) contributory negligence; and (5 marks)该题您未回答:х该问题分值: 5答案:SSS_TEXT_QUSTI(b) volenti non fit injuria. (5 marks)该题您未回答:х该问题分值: 5答案:Under the Companies Ordinance, 1984 and the relevant rules and regulations:SSS_TEXT_QUSTI(a) explain the meaning of a Non-Banking Finance Company (NBFC); (5 marks)该题您未回答:х该问题分值: 5答案:SSS_TEXT_QUSTI(b) identify the money-laundering prevention requirements for NBFCs.(5 marks)该题您未回答:х该问题分值: 5答案:In relation to the principal labour legislation in Pakistan, describe the object of:(a) the Workmen’s Compensation Act, 1923; (5 marks)该题您未回答:х该问题分值: 5答案:SSS_TEXT_QUSTI(b) the Payment of Wages Act, 1936. (5 marks)该题您未回答:х该问题分值: 5答案:8.In April 2011, Arif was appointed as the chief executive of Nice Sugar Mills Limited (‘NSML’), a public **pany, by the board of directors of NSML (‘Board’). Clause 3 of his contract with NSML (‘Contract’) provides as follows: ‘The appointment shall be for a fixed term of three years starting from April 2011 and shall not be terminated before expiry of the aforementioned three years’. In October 2011, some members of the Board discovered evidence that Arif had been withdrawing large sums of money from NSML’s bank account and using it for financing his son’s new business. They want to seek Arif’s removal as the chief executive. The **prises twelve members, six of whom are currently out of Pakistan. The six directors present in Pakistan want to meet immediately to remove Arif. Some Board members are of the view that due to Clause 3 of the Contract, Arif cannot be removed before the expiry of his term.Required:Under the Companies Ordinance 1984, advise the Board on thepossibility of, the procedure for, and the consequences of, Arif’s removal as the chief executive of NSML. (10 marks)SSS_TEXT_QUSTI该题您未回答:х该问题分值: 10答案:9.A&J Associates had been formed as a partnership firm of Ali and his cousin, Javed. Clause 2 of the partnership agreement states ‘All business of the firm shall be transacted with mutual consent of the partners’. The business of the firm is cultivation of crops in Multan. They have routinely purchased fertilisers from King Pesticides Ltd. In September 2011, Ali proposed that they purchase fert ilisers from Magic Pesticides Ltd (‘MPL’). Javed opposed this proposal citing MPL’s substantially higher prices. Ali also proposed that the firm expand its business to dealing in used cars. Javed showed some interest but said that he would consider that proposal upon his return from a three month long business trip to Germany.In Javed’s absence, Ali contracted with MPL for the supply of fertilisers. Ali also contracted with Qasim to supply ten used cars. Payments to both MPL and Qasim have not been made and each has brought separate claims for recovery of amounts due against the firm before the local civil court.Required:Under the Partnership Act, 1932, advise Javed on whether he is liable for any payments due to MPL and Qasim. (10 marks)SSS_TEXT_QUSTI该题您未回答:х该问题分值: 10答案:10.Zafar is a partner of the firm Elixir Traders, which has been supplying cotton to textile manufacturers for the past decade. Last month, a casual vacancy occurred on the board of directors(‘Board’) of Fine Textile Limited (‘FTL’) a public **pany. Zafar, who has been well-known to the other members of the Board, was appointed to fill the vacancy. Last week, during a meeting of the Board (‘Board Meeting’), the matter of purchasing cotton fromElixir Traders was discussed. The Board resolved to purchase cotton from Elixir Traders. Zafar voted in favour of the resolution. Now, a shareholder of FTL has objected that Zafar has unlawfully influencedthe matter to benefit his own firm and that he should not have been present at the Board Meeting.Required:Under the Companies Ordinance, 1984, advise Zafar on the validity of the shareholder’s objections, and the consequences for Zafar of the proceedings at the Board Meeting. (10 marks)SSS_TEXT_QUSTI该题您未回答:х该问题分值: 10答案:1。

accaf4公司法和商法考试

ACCAF4公司法和商法考试大纲 ACCA All rights reserved.1Corporate and BusinessLaw （ENG）（F4）September 2014 toAugust 2015（PAPER EXAM SESSIONS IN DEC 2014 AND JUN2015. START DATE FOR CBE NOVEMBER 192014.）This syllabus and study guide is designed to helpwith planning study and to provide detailedinformation on what could be assessed inany examination session.THE STRUCTURE OF THE SYLLABUS ANDSTUDY GUIDERelational diagram of paper with other papersThis diagram shows direct and indirect linksbetween this paper and other papers preceding orfollowing it. Some papers are directly underpinned by other papers such as Advanced Performance Management by Performance Management. These links are shown as solid line arrows. Other papers only have indirect relationships with each other such as links existing between the accounting and auditing papers. The links between these are shown as dotted line arrows. This diagram indicates where you are expected to have underpinning knowledge and where it would be useful to review previous learning before undertaking study.Overall aim of the syllabusThis explains briefly the overall objective of the paper and indicates in the broadest sense the capabilities to be developed within the paper.Main capabilitiesThis paper’s aim is broken down into several main capabilities which divide the syllabus and study guide into discrete sections.Relational diagram of the main capabilitiesThis diagram illustrates the flows and links between the main capabilities （sections）of the syllabus and should be used as an aid to planning teaching and learning in a structured way.Syllabus rationaleThis is a narrative explaining how the syllabus is structured and how the main capabilities are linked. The rationale also explains in further detail what the examination intends to assess and why.Detailed syllabusThis shows the breakdown of the main capabilities （sections）of the syllabus into subject areas. This is the blueprint for the detailed study guide.Approach to examining the syllabusThis section briefly explains the structure of the examination and how it is assessed.Study GuideThis is the main document that students, learningand content providers should use as the basis of their studies, instruction and materials. Examinations will be based on the detail of the study guide which comprehensively identifies what could be assessed in any examination session.The study guide is a precise reflection and breakdown of the syllabus. It is divided into sections based on the main capabilities identified in the syllabus. These sections are divided into subject areas which relate to the sub-capabilities includedin the detailed syllabus. Subject areas are broken down into sub-headings which describe the detailed outcomes that could be assessed in examinations. These outcomes are described using verbs indicating what exams may require students to demonstrate, and the broad intellectual level at which these may need to be demonstrated（*see intellectual levels below）。

ACCAF4考试-公司法与商法(基础阶段)历年真题精选及详细解析1109-51

(b) State TWO different legal actions Ms Huang was entitled to take to protect the rights of Daqing and its shareholders due to the affiliated transactions with Everbright Co.
Therefore, Ms Huang was entitled to bring a law suit against general manager Mr Ding on the ground that his acts caused her loss of interests.
(b) With respect to Daqing’s damage, Ms Huang should first request the board of directors or supervisory board to take legal action against Everbright Co. Where these two bodiesrefuse to take reasonable actions, Ms Huang might, in her own name but for the interests of the company, bring a shareholder representative litigation against Everbright Co. On the other hand, she might also bring a direct litigation against Everbright Co on the ground that the connected transactions caused indirect damage to the shareholder’s interests.